Resignation or Removal of Director

 As per section 168 Resignation of Director

A director may resign from his or her position by giving written notice to the Company; upon receipt of such notice, the Board shall take note of it; the Company shall notify the Registrar, and the Company shall include the fact of such resignation in the report of directors laid before the Company's next General Meeting.

A director's resignation shall take effect on the day the notice is received by the company or if stated by the director in the notice, the date specified by the director in the notice, whichever is later. Even after his resignation, the resigned director is accountable for the offenses committed during his term.

Call a Board of Directors meeting [as per section 173 and Secretarial Standard-1 (SS-1)]

a. Upon receipt of the resignation letter, the Company shall send a Notice of Board Meeting to all of the Company's Directors at their registered addresses at least 7 days before to the Board Meeting. In the event of an emergency, a shorter notice can be given.

b. Include the Notice with the Agenda, Notes to the Agenda, and Draft Resolution.

c. Call a meeting of the Board of Directors of the Company to discuss the resignation letter of the Company's Director.

d. To permit the Company's CS, CFO, or any Director to file the required Form and Return with ROC.

e. Within 24 hours of the date of the Board Meeting, the Listed Company must notify the Stock Exchange of the resignation and post it on the Company's website within two working days. [SEBI (LODR) Regulations, 2015, Regulations 30 & 46(3)] .

f. Prepare and circulate Draft Minutes to all Directors for their views within 15 days of the Board Meeting's end, by Hand/Speed Post/Registered Post/Courier/E-mail.

 

Filing of E-Form DIR-12 with the ROC.

The corporation must notify the ROC in Form DIR-12 along with the following papers within thirty days of receiving notice of resignation from the director.

a. A certified genuine copy of the Board Resolution

b. Resignation Notice

c. Evidence of Cessation

The Director submits Form DIR-11.

Within 30 days of his resignation, the Director who has resigned may also provide a copy of his resignation to the ROC in Form DIR-11, together with the accompanying papers.

a. Resignation Notice filed with the Company

b. Proof of Dispatch

c. Acknowledgement from the Company

As per section 169 Removal of Director

 First and foremost, we must comprehend what director removal entails. Removal of a director occurs when the company's Board of Directors decides Suo-moto to remove a director from the company.

The reasons for taking such action vary from company to company, but yes, a corporation can dismiss any of its directors, but there is a process for doing so.

The removal of a director is governed by Section 169 of the Companies Act of 2013. The firm must adhere to this requirement; otherwise, the company and its officers would be subject to penalties under the Companies Act, 2013.

There is an exception to the removal of directors, namely that the corporation cannot remove the following individuals from their positions as directors: –

1. The Tribunal appoints a director

2. The company has exercised its option to appoint not less than two-thirds of the total number of directors in accordance with the proportional representation principle set forth in the Companies Act of 2013.

The following is the method for removing a director:

1. Prepare a notice of board meeting, as well as draught resolution(s) to be passed at the meeting.

2. The company shall inform the concerned director of his dismissal.

3. Notice of the Board meeting, together with the agenda, is sent to all of the company's directors.

4. Convene a board meeting and pass a resolution to discuss the removal of the concerned director, as well as a notice of general meeting to the company's members.